| Toronto, Canada (July 16, 2014) - Mammoth Resources Corp. (TSX-V: MTH) would like to announce that it intends to proceed with a non-brokered private placement of up to 9.3 million units of the Company (the "Units") at an offering price of $0.035 per Unit based on the company's 20-day VWAP, for gross proceeds of up to $325,500 (the "Private Placement"). Each Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (the "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share until two years following closing of the private placement, at an exercise price of $0.10. The Company has set no minimum number of Units to be distributed and no minimum dollar amount required to be raised in connection with the Private Placement. The gross proceeds of the Private Placement will be used for working capital, general corporate expenses, property taxes and vendor payments and to undertake further exploration work and apply for a drill permit at the company's Tenoriba, high sulphidation gold-silver property located in the prolific Sierra Madre gold belt in southwestern Chihuahua State, Mexico. Assuming the Private Placement is fully subscribed, the company intends to allocate the gross proceeds of the Private Placement as follows: $150,000 to undertake further exploration at the Tenoriba property, property taxes and vendor payments; $160,000 for the Company's working capital, $51,000 of which is to settle accrued salaries; and up to $15,500 in costs associated with the Private Placement. In the event of an oversubscription to the Private Placement, the company may seek TSX Venture Exchange approval for such oversubscription or may allocate Units on a pro-rata basis to subscribers. The Private Placement will be conducted in reliance upon British Columbia Instrument 45-534 (the "Instrument"), which permits an issuer to distribute securities to its existing shareholders, subject to the terms of the instrument. The Company has set July 15, 2014, as the record date for the purpose of determining existing shareholders of the Company who are entitled to purchase Units under the Private Placement. This exemption is not available to shareholders resident in Ontario or Newfoundland, or jurisdictions outside of Canada. The Company may combine the offering under the instrument with other available prospectus exemptions, including sales to accredited investors. The Private Placement is subject to TSX Venture Exchange approval and the securities issued pursuant to the Private Placement will be subject to a four-month hold period. The company may pay finders' fees of cash and/or securities on a portion of the Private Placement. Update on Activities at the Tenoriba Project: On April 24, 2014, the company announced that it had located 14 drill targets based on a combination of the most attractive features observed on the property taking into account the results from its mapping, sampling, geochemical and geophysical activities to date. Drilling at these locations is intended to test the depth extension of surface features, numerous of these features as indicated by the company's geophysics survey conducted in late 2013. The next steps in the process of preparing and being granted approval to drill, include the company filing an application to drill and perform various surface works (roads and drill pads), and receive approval for such activities by the Secretaria de Medio Ambiente y Recursos Naturales (SEMARNAT - the Mexican ministry responsible for reviewing and granting such permit applications). As part of the filing of the permit application, the company must have the approval of local ejidos (an ejido is a communal municipal governance committee which has stewardship over surface land usage) permitting the surface activities in support of the drill program. The company has signed an agreement with one of two eijdos which govern over the surface rights on the property, the Santa Rosa ejido. A similar agreement with the Baborigame ejido is expected to be approved at its assembly meeting on July 20. Upon notarizing the ejido agreements, the company expects to be in a position to file its drill permit application at the SEMARNAT office in Chihuahua City. The company's environmental and permitting consultant has already compiled the necessary details regarding the locations of all drill platforms and access roads and has completed the flora/vegetation survey that must accompany the company's drill permit application. Based on consultations with representatives of the SEMARNAT office in Chihuahua, the company anticipates that it will receive its drill permit within four to six weeks following the submission of its permit application. The timing for the receipt of the permit is anticipated to coincide with the tapering of heavy rains in the Sierra Madre where the project is located in time to permit drilling later in the year. The company has received numerous highly competitive quotations from drilling companies for its proposed drill program. The company also intends to perform advanced bottle-roll tests to further assess material from five large surface outcrops which may have the potential to provide material for a pilot plant heap leach pad-plant. The company will keep shareholders apprised of future progress on these activities. About Mammoth Resources: Mammoth Resources (TSX-V: MTH) is a mineral exploration company focused on acquiring and defining precious metal resources in Mexico and other attractive mining friendly jurisdictions in the Americas. The Company has an option to acquire 100% in the Tenoriba Property located in the Sierra Madre Precious Metal Belt in southwestern Chihuahua State, Mexico. The company continues to seek other option agreements in the Americas on other properties it deems to host above average potential for economic concentrations of precious metals mineralization. To find out more about Mammoth Resources and to sign up to receive future press releases, please visit the company's website at www.mammothresources.ca. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward Looking Information: This news release may contain or refer to forward-looking information. All information other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements; examples include the listing of its shares on a stock exchange and establishing mineral resources. These forward-looking statements are subject to a variety of risks and uncertainties beyond the Company's ability to control or predict that may cause actual events or results to differ materially from those discussed in such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be placed on these forward-looking statements due to the inherent uncertainty therein. |
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